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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) August 18, 2000
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Titan Motorcycle Co. of America
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(Exact Name of Registrant as Specified in Charter)
Nevada 000-24477 86-0776876
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2222 West Peoria Avenue, Phoenix, Arizona 85029
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (602) 861-6977
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
Director Resignations
Titan Motorcycle Co. of America (the "Company") announced today that its
two outside directors, Harry H. Birkenruth and H.B. Tony Turner, resigned on
Friday, August 18, 2000. The Company currently is searching for candidates to
fill the vacancies on its Board of Directors. There is no assurance that the
Company will be successful.
As described in previous reports on Form 8-K filed on July 20, 2000 and on
August 21, 2000, Titan was notified by Nasdaq that it was not in compliance
with the certain requirements to maintain its listing on the Nasdaq SmallCap
Market. Titan has responded to Nasdaq's inquiries and provided a plan of
compliance, although, as of the date of this report, Nasdaq has not responded.
Nasdaq maintenance criteria also require that a listed Company maintain at least
two independent directors. If the Company is unsuccessful in filling the
vacancies left by the resignations of its two previous independent directors, it
may be in further jeopardy of delisting by Nasdaq.
If Titan is delisted, it will constitute a default under the terms of the
Securities Purchase Agreements covering the convertible debentures recently
issued by Titan and the Series A, Series B and Series C Convertible Preferred
Stock. As a result, Titan may be required to redeem the debentures or the
Convertible Preferred Stock at a time when it does not have sufficient funds to
do so. In this case, Titan may be forced into liquidation or reorganization
under the federal bankruptcy laws.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Titan Motorcycle Co. of America
/s/ Francis S. Keery
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Francis S. Keery
Chief Executive Officer
Dated: August 23, 2000
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